Representations and Warranties in the Credit Agreement and the Collateral Agreement. The Borrower confirms that as of the Amendment Effective Date, # the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date), # the representations and warranties contained in Article III of the Collateral Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and # no Default or Event of Default has occurred and is continuing.

Representations and Warranties in the Credit Agreement and the Collateral Agreement. The Borrower confirms that as of the Amendment Effective Date, # the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date), # the representations and warranties contained in Article III of the Collateral Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and # no Default or Event of Default has occurred and is continuing.

Representations and Warranties in the Credit Agreement and the Collateral Agreement. The Borrower confirms that as of the Amendment Effective Date, #After giving effect to this Amendment, the representations and warranties containedset forth in Article VIV of the Credit Agreement are true and correct in all material respects on the Effective Date with the same force and effect as if made on the Effective Date (except to the extent any such representation and warranty is expressly stated to# of changes in facts or circumstances that have been made asdisclosed to the Lenders and do not constitute an Event of Default or a specificDefault under the Credit Agreement or any other Credit Document and # that such representations and warranties specifically refer to an earlier date, in which case itthey shall be true and correct as of such specific date), # the representations and warranties contained in Article III of the Collateral Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specificearlier date) and # no Default or Event of Default has occurred and is continuing..

Representations and Warranties inWarranties. The Borrower hereby represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # this Amendment is within its corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of the Borrower, # this Amendment has been duly executed and delivered by the Borrower, # each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation of the Collateral Agreement. The Borrower confirms thatBorrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, # as of the Amendment Effective Date,date hereof, no Default or Event of Default has occurred and is continuing and # the representations and warranties containedset forth in Article VIIII of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation andor warranty is expressly stateditself qualified by materiality or reference to have been madea Material Adverse Effect, in which case it is true and correct in all respects) on and as of a specificthe date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case it shall be true and correct as of such specific date), # the representations and warranties contained in Article III of the Collateral Agreement arewere true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and # no Default or Event of Default has occurred and is continuing.earlier date.

RepresentationsThe Company represents and Warranties inwarrants to the Credit AgreementLenders and the Collateral Agreement. The Borrower confirmsAdministrative Agents that as of the Amendment Effective Date, # the representations and warranties containedset forth in Article VIIII of the Credit Agreement are true and correct in all material respects (excepton the date hereof, except to the extent any such representationrepresentations and warranty iswarranties expressly statedrelate to have been made as of a specifican earlier date, in which case it shall besuch representations and warranties were true and correct as of such specific date), # the representations and warranties contained in Article III of the Collateral Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date)earlier date and # no Default or Event of Default has occurred and is continuing.exists on the Amendment Effective Date.

RepresentationsThe representations and Warrantieswarranties of the Borrower set forth herein, and the representations and warranties of the Borrower set forth in Article III of the Amended Credit Agreement (including the representation in [Section 3.03(a)(iii)] thereof) are true and correct in all respects material to the rights or interests of the Lenders under the Credit AgreementDocuments on and the Collateral Agreement. The Borrower confirms that as of the Amendment Effective Date, #with the same effect as though made on and as of such date, except to the extent such representations and warranties containedexpressly relate to an earlier date, in Article VI of the Credit Agreementwhich case they are true and correct in all materialsuch respects (except to the extent any such representationon and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date), # the representations and warranties contained in Article III of the Collateral Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and # no Default or Event of Default has occurred and is continuing.earlier date.

Representations and Warranties inWarranties. After giving effect to the Credit Agreement and the Collateral Agreement. Theamendments set forth herein, Borrower confirmshereby certifies that as# each of the Amendment Effective Date, # the representations and warranties containedset forth in Article VI of the Credit Agreement areAgreement, the Revolving Note and the other Loan Documents is true and correct in all material respects as of the date hereof as if fully set forth herein (except to the extentfor any such representation and warranty is expressly stated to have been made as of a specifican earlier date, in which case itrepresentation and warranty shall beremain true and correct as of such specificearlier date), # the representations and warranties contained in Article III of the Collateral Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date) and # no Default or Event of Default has occurred and is continuing.continuing as of the date hereof and # the execution, delivery, and performance of this Amendment have been authorized by all requisite corporate action.

RepresentationsAs of the date hereof and Warrantiesafter giving effect to the terms of this Amendment, # each representation and warranty by each Borrower set forth in the Credit Agreement (as amended hereby) and in the Collateral Agreement. Theother Loan Documents to which such Borrower confirms that as of the Amendment Effective Date, # the representations and warranties contained in Article VI of the Credit Agreement areis a party is true and correct in all material respects (exceptrespects, except to the extent anythat such representation or warranty expressly relates to an earlier date (in which case such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date), # the representations and warranties contained in Article III of the Collateral Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specificearlier date) and # no Default or EventUnmatured Default exists under the terms of Default has occurred and is continuing.the Credit Agreement (as amended hereby).

SECTION # Representations and Warranties in the Credit Agreement and the Collateral Agreement.of Borrower. The Borrower confirmsrepresents and warrants that as of the Amendment Effective Date, # the representations and warranties containedof the Borrower set forth in Article VI[Article 3] of the Credit Agreement (including after giving effect to this Amendment) are true on and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date), # the representations and warranties contained in Article III of the Collateral Agreement are true and correct in all material respects (except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date)Amendment Effectiveness Date and # no Default or Event of Default has occurred and is continuing.continuing on and as of the Amendment Effectiveness Date.

Representationsthe representations and Warrantieswarranties set forth in Article III of the Credit Agreement and in the Collateral Agreement. The Borrower confirms that as of the Amendment Effective Date, # the representations and warranties contained in Article VI of the Credit Agreementother Loan Documents are true and correct in all material respects (except(or, in the case of any such representations and warranties that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties are true and correct in all respects) on and as of the Amendment No. 2 Effective Date, except to the extent any such representation and warranty is expressly stated to have been made as of a specific date, in which case it shall be true and correct as of such specific date), # the representations and warranties contained in Article III of the Collateral Agreement areshall have been true and correct in all material respects (except toas of such specific date (or, in the extentcase of any such representation and warranty is expressly statedwarranties that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties shall have been made as of a specific date, in which case it shall be true and correct in all respects as of such specific date); and # no Default or Event of Default has occurred and is continuing.